Form 8K 2014 Q4 (Earnings)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 3, 2015
RYDER SYSTEM, INC.
(Exact name of registrant as specified in its charter)
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Florida | 1-4364 | 59-0739250 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
11690 NW 105th Street Miami, Florida | 33178 |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (305) 500-3726
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 Results of Operations and Financial Condition
On February 3, 2015, we issued a press release reporting our financial results for the three and twelve months ended December 31, 2014 (the “Press Release”). We will also host a conference call and webcast on February 3, 2015 during which we will make a presentation on our financial results for the three and twelve months ended December 31, 2014 (the “Presentation”). The Press Release and the Presentation are available on our website at www.ryder.com.
The Press Release and Presentation include information regarding comparable earnings from continuing operations, comparable earnings per share from continuing operations, comparable earnings before income tax and comparable tax rate from continuing operations, for both fourth quarter and full-year 2014 and 2013, and comparable earnings per share from continuing operations forecast for both first quarter and full-year 2015, which are non-GAAP financial measures as defined by SEC regulations. These "comparable" measures exclude the following items from our GAAP net earnings from continuing operations, earnings per share from continuing operations, earnings before income tax, tax rate and earnings per share from continuing operations forecast:
•non-operating pension costs (fourth quarter and full-year 2014 and 2013)
•pension settlement charges (fourth quarter and full-year 2014 and 2013)
•pension lump sum settlement charge (fourth quarter and full-year 2014)
•restructuring and other charges (recoveries), net (fourth quarter and full-year 2014 and 2013)
•acquisition-related tax adjustment (fourth quarter and full-year 2014)
•consulting fees (fourth quarter and full-year 2014)
•acquisition transaction costs (full-year 2014)
•tax law change benefit (full-year 2014)
•Superstorm Sandy recoveries and foreign currency translation benefits (full-year 2013)
We exclude non-operating pension costs from our GAAP earnings measures because these costs are primarily impacted by financial market performance and are outside of the operational performance of the business. We exclude the other items because they are unrelated to our ongoing business operations. We believe that these non-GAAP financial measures provide useful information to investors and allow for better year-over-year comparison of operating performance. Additional information regarding non-GAAP financial measures can be found in the Press Release, the Presentation and our reports filed with the SEC.
The information in this Report, including Exhibits 99.1 and 99.2, is being furnished pursuant to Item 2.02 of Form 8-K and General Instruction B.2 thereunder and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference to such filing.
Item 9.01(d) Exhibits
The following exhibits are furnished as part of this Report on Form 8-K:
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Exhibit 99.1 | Press Release, dated February 3, 2015, relating to Ryder System, Inc.’s financial results for the three and twelve months ended December 31, 2014. |
Exhibit 99.2 | Presentation prepared for a conference call and webcast held on February 3, 2015, relating to Ryder System, Inc.’s financial results for the three and twelve months ended December 31, 2014. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: February 3, 2015 | RYDER SYSTEM, INC. (Registrant) |
| By: | /s/ Art A. Garcia |
| | Art A. Garcia, Executive Vice President and Chief Financial Officer |